Mastercard Incorporated
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(Name of Issuer)
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Class A common stock
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(Title of Class of Securities)
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57636Q 10 4
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(CUSIP Number)
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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Mastercard Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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101,857,200
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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101,857,200
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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101,857,200 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.7% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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As of December 31, 2022.
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(2)
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Based on the number of shares outstanding of Mastercard Incorporated’s Class A common stock as of October 24, 2022, which was the most recent publicly available information
prior to December 31, 2022.
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title of Class of Securities:
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Item 2(e).
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CUSIP Number:
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Item 3.
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: 101,857,200 (1)
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(b)
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Percent of class: 10.7% (2)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 101,857,200 (1)
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 101,857,200 (1)
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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(1)
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As of December 31, 2022.
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(2)
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Based on the number of shares outstanding of Mastercard Incorporated’s Class A common stock as of October 24, 2022, which was the most recent publicly
available information prior to December 31, 2022.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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Mastercard Foundation
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By:
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/s/ Litsa Popowich | |
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Name: Litsa Popowich
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Title: Global Controller
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